Exhibit 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2002 UNLESS EXTENDED (THE "EXPIRATION DATE").
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LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
11 7/8% SENIOR SECURED NOTES DUE 2007,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
11 7/8% SENIOR SECURED NOTES DUE 2007
OF
PENTON MEDIA, INC.
Deliver to:
U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
U.S. Bank Trust Center Facsimile Transmission Number:
000 Xxxx Xxxxx Xxxxxx 2nd Floor (For Eligible Institutions Only)
St. Xxxx, MN 55101 (000) 000-0000
Attention: Corporate Trust Services Confirm Receipt of Facsimile
by Telephone
(000) 000-0000
Your delivery of this letter of transmittal will not be valid unless
you deliver it to the address, or transmit it to the facsimile number, set forth
above. Please carefully read this entire document, including the instructions,
before completing this letter of transmittal.
DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO PENTON.
By completing this letter of transmittal, you acknowledge that you have
received and reviewed our prospectus dated , 2002 and this letter of
transmittal, which together constitute the "Exchange Offer." This letter of
transmittal and the prospectus have been delivered to you in connection with
Xxxxxx'x offer to exchange $1,000 in principal amount at maturity of its 11 7/8%
Senior Secured Notes due 2007, which have been registered under the Securities
Act (the "Exchange Notes") for $1,000 in principal amount at maturity of its
outstanding 11 7/8% Senior Secured Notes due 2007 (the "Outstanding Notes").
$157,500,000 in principal amount of the Outstanding Notes are currently issued
and outstanding.
Penton reserves the right, at any time or from time to time, to extend
this Exchange Offer at its discretion, in which event the Expiration Date will
mean the latest date to which the Exchange Offer is extended.
This letter of transmittal is to be completed by a holder (as defined
below) of Outstanding Notes if:
(1) the holder is delivering certificates for Outstanding Notes with
this document, or
(2) the tender of certificates for Outstanding Notes will be made by
book-entry transfer to the account maintained by U.S. Bank National Association,
the exchange agent for these notes, at The Depository Trust Company ("DTC")
according to the procedures described in the prospectus under the heading "The
Exchange Offer -- Procedures for Tendering." Please note that delivery of
documents required by this letter of transmittal to DTC does not constitute
delivery to the exchange agent.
You must tender your Outstanding Notes according to the guaranteed
delivery procedures described in this document if:
(1) your Outstanding Notes are not immediately available,
(2) you cannot deliver your Outstanding Notes, this letter of
transmittal and all required documents to the exchange agent before the
Expiration Date, or
(3) you are unable to obtain confirmation of a book-entry tender of
your Outstanding Notes into the exchange agent's account at DTC on or before the
Expiration Date.
More complete information about guaranteed delivery procedures is
contained in the prospectus under the heading "The Exchange Offer -- Guaranteed
Delivery Procedures." You should also read Instruction 1 to determine whether or
not this section applies to you.
As used in this letter of transmittal, the term "holder" means (1) any
person in whose name Outstanding Notes are registered on the books of Xxxxxx,
(2) any other person who has obtained a properly executed bond power from the
registered holder or (3) any person whose Outstanding Notes are held of record
by DTC who desires to deliver such notes by book-entry transfer at DTC. If you
decide to tender your Outstanding Notes, you must complete this entire letter of
transmittal.
YOU MUST FOLLOW THE INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL --
PLEASE READ THIS ENTIRE DOCUMENT CAREFULLY. IF YOU HAVE QUESTIONS OR NEED HELP,
OR IF YOU WOULD LIKE ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL, YOU SHOULD CONTACT THE EXCHANGE AGENT AT (000) 000-0000 OR AT ITS
ADDRESS SET FORTH ABOVE.
Please describe your Outstanding Notes below.
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DESCRIPTION OF OUTSTANDING NOTES
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NAME(S) AND ADDRESS(ES) OF AGGREGATE PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
REGISTERED HOLDER(S) (PLEASE OUTSTANDING NOTES REPRESENTED OUTSTANDING NOTES
COMPLETE, IF BLANK) CERTIFICATE NUMBER(S) BY CERTIFICATE(S) TENDERED*
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Total
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* You will be deemed to have tendered the entire principal amount of
Outstanding Notes represented in the column labeled "Aggregate
Principal Amount of Outstanding Notes Represented by Certificate(s)"
unless you indicate otherwise in the column labeled "Principal Amount
of Outstanding Notes Tendered."
If you need more space, list the certificate numbers and principal
amount of Outstanding Notes on a separate schedule, sign the schedule and attach
it to this letter of transmittal.
[ ] CHECK HERE IF YOU HAVE ENCLOSED OUTSTANDING NOTES WITH THIS LETTER OF
TRANSMITTAL.
[ ] CHECK HERE IF YOU WILL BE TENDERING OUTSTANDING NOTES BY BOOK-ENTRY
TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT DTC.
-2-
[] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:_________________________________________________________________
Address:______________________________________________________________
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (AS
DEFINED BELOW):
Name of Tendering Institution:________________________________________________
Account Number:_______________________________________________________________
Transaction Code Number:_______________________________________________________
[ ] CHECK HERE IF YOU ARE DELIVERING TENDERED OUTSTANDING NOTES THROUGH A
NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS
LETTER OF TRANSMITTAL.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:
Name(s) of Registered Holder(s) of Outstanding Notes:__________________________
_______________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________________
_______________________________________________________________________________
Window Ticket Number (if available):___________________________________________
_______________________________________________________________________________
Name of Institution that Guaranteed Delivery:__________________________________
_______________________________________________________________________________
Account Number (if delivered by book-entry transfer):__________________________
_______________________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if: (1) certificates for untendered
Outstanding Notes are to be issued in the name of someone other than you; (2)
certificates for Exchange Notes issued in exchange for tendered and accepted
Outstanding Notes are to be issued in the name of someone other than you; or (3)
Outstanding Notes tendered by book-entry transfer that are not exchanged are to
be returned by credit to an account maintained at DTC.
Issue Certificate(s) to:
Name: _________________________________________________________________________
(PLEASE PRINT)
Address:_______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)
-3-
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if certificates for untendered Outstanding
Notes, or Exchange Notes issued in exchange for tendered and accepted
Outstanding Notes are to be sent to someone other than you, or to you at an
address other than the address shown above.
Mail and deliver Certificate(s) to:
Name: _________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
-4-
Ladies and Gentlemen:
According to the terms and conditions of the Exchange Offer, I hereby
tender to Penton Media, Inc. the principal amount of Outstanding Notes indicated
above. At the time these notes are accepted by Xxxxxx, and exchanged for the
same principal amount of Exchange Notes, I will sell, assign, and transfer to
Penton all right, title and interest in and to the Outstanding Notes I have
tendered. I am aware that the exchange agent also acts as the agent of Xxxxxx.
By executing this document, I irrevocably appoint the exchange agent as my agent
and attorney-in-fact for the tendered Outstanding Notes with full power of
substitution to:
1. deliver certificates for the Outstanding Notes, or transfer
ownership of the Outstanding Notes on the account books maintained by
DTC, to Penton and deliver all accompanying evidences of transfer and
authenticity to Penton, and
2. present the Outstanding Notes for transfer on the books of
Penton, receive all benefits and exercise all rights of beneficial
ownership of these Outstanding Notes, according to the terms of the
Exchange Offer.
The power of attorney granted in this paragraph is irrevocable and
coupled with an interest.
I represent and warrant that I have full power and authority to tender,
sell, assign and transfer the Outstanding Notes that I am tendering. I represent
and warrant that Xxxxxx will acquire good and unencumbered title to the
Outstanding Notes, free and clear of all liens, restrictions, charges and
encumbrances and that the Outstanding Notes will not be subject to any adverse
claim at the time Xxxxxx acquires them. I further represent that:
1. any Exchange Notes I will acquire in exchange for the
Outstanding Notes I have tendered will be acquired in the ordinary
course of business;
2. I have not engaged in, do not intend to engage in, and have
no arrangement or understanding with any person to participate in, a
distribution of any Exchange Notes issued to me; and
3. I am not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Penton Media, Inc.
I understand that the Exchange Offer is being made in reliance on
interpretations contained in letters issued to third parties by the staff of the
Securities and Exchange Commission ("Commission"). These letters provide that
the Exchange Notes issued in exchange for the Outstanding Notes in the Exchange
Offer may be offered for resale, resold and otherwise transferred by a holder of
Exchange Notes, unless that person is an "affiliate" of Penton within the
meaning of Rule 405 under the Securities Act of 1933 (the "Securities Act"),
without compliance with the registration and prospectus delivery provisions of
the Securities Act. The Exchange Notes must be acquired in the ordinary course
of the holder's business and the holder must not be engaging in, must not intend
to engage in, and must not have any arrangement or understanding with any person
to participate in, a distribution of the Exchange Notes.
If I am a broker-dealer that will receive Exchange Notes for my own
account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities (a "Participating
Broker-Dealer"), I acknowledge that I will deliver a prospectus in connection
with any resale of the Exchange Notes. However, by this acknowledgment and by
delivering a prospectus, I will not be deemed to admit that I am an
"underwriter" within the meaning of the Securities Act.
Upon request, I will execute and deliver any additional documents
deemed by the exchange agent or Penton to be necessary or desirable to complete
the assignment, transfer and purchase of the Outstanding Notes I have tendered.
I understand that Xxxxxx will be deemed to have accepted validly
tendered Outstanding Notes when Xxxxxx gives oral or written notice of
acceptance to the exchange agent.
If, for any reason, any tendered Outstanding Notes are not accepted for
exchange in the Exchange Offer, certificates for those unaccepted Outstanding
Notes will be returned to me without charge at the address shown below or at a
different address if one is listed under "Special Delivery Instructions." Any
unaccepted Outstanding Notes which had been tendered by book-entry transfer will
be credited to an account at DTC, as promptly as practicable after the
Expiration Date.
All authority granted or agreed to be granted by this letter of
transmittal will survive my death, incapacity or, if I am a corporation or
institution, my dissolution and every obligation under this letter of
transmittal is binding upon my heirs, personal representatives, successors and
assigns.
-5-
I understand that tenders of Outstanding Notes according to the
procedures described in the prospectus under the heading "The Exchange Offer --
Procedures for Tendering" and in the instructions included in this document
constitute a binding agreement between myself and Penton subject to the terms
and conditions of the Exchange Offer.
Unless I have described other instructions in this letter of
transmittal under the section "Special Issuance Instructions," please issue the
certificates representing Exchange Notes issued and accepted in exchange for my
tendered and accepted Outstanding Notes in my name, and issue any replacement
certificates for Outstanding Notes not tendered or not exchanged in my name.
Similarly, unless I have instructed otherwise under the section "Special
Delivery Instructions," please send the certificates representing the Exchange
Notes issued in exchange for tendered and accepted Outstanding Notes and any
certificates for Outstanding Notes that were not tendered or not exchanged, as
well as any accompanying documents, to me at the address shown below my
signature. If the "Special Issuance Instructions" and the "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange Notes issued in exchange for my tendered and accepted Outstanding Notes
in the name(s) of, and/or return any Outstanding Notes that were not tendered or
exchanged and send such certificates to, the person(s) so indicated. I
understand that if Xxxxxx does not accept any of the tendered Outstanding Notes
for exchange, Xxxxxx has no obligation to transfer any Outstanding Notes from
the name of the registered holder(s) according to my instructions in the
"Special Issuance Instructions" and "Special Delivery Instructions" sections of
this document.
-6-
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
_______________________________________ ______________________________________
(Date)
_______________________________________ ______________________________________
Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory
Area Code and Telephone Number(s):_____________________________________________
Tax Identification or Social Security Number(s):_______________________________
The above lines must be signed by the registered holder(s) of
Outstanding Notes as their name(s) appear(s) on the certificate for the
Outstanding Notes or by person(s) authorized to become registered holders(s) by
a properly completed bond power from the registered holder(s). A copy of the
completed bond power must be delivered with this letter of transmittal. If any
Outstanding Notes tendered through this letter of transmittal are held of record
by two or more joint holders, then all such holders must sign this letter of
transmittal. If the signature is by trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then such person must (1) state his or her full
title below and (2) unless waived by Xxxxxx, submit evidence satisfactory to
Xxxxxx of such person's authority to act on behalf of the holder. See
Instruction 4 for more information about completing this letter of transmittal.
Name(s): ______________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution, if required by
Instruction 4:
_______________________________________________________________________________
(Authorized Signature)
_______________________________________________________________________________
(Title)
_______________________________________________________________________________
(Name of Firm)
Dated _________________________, 2002
-7-
Please complete the Substitute Form W-9 below.
PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
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SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW: -----------------------------------
Form W-9 Social Security Number
OR
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Employer Identification Number
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Part 2 -- Certification -- Under Penalties of
Perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I Part 3--
am waiting for a number to be issued to me), Awaiting TIN
Department of the Treasury
Internal Revenue Service (2) I am not subject to backup withholding [ ]
because (a) I am exempt from backup
withholding, (b) I have not been notified
by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as
a result of failure to report all interest
or dividends, or (c) the IRS has notified
me that I am no longer subject to backup
withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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Certification Instructions -- You must cross out item (2) in the box above if you have been
Payer's Request for Taxpayer notified by the IRS that you are currently subject to backup withholding because of underreporting
Identification Number ("TIN") interest or dividends on your tax return.
Certification
Signature_______________________________________________ Date_________________________, 2002
___________________________________________________________________________________________________________________________________
NOTE: IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO
BACKUP WITHHOLDING ON PAYMENTS MADE TO YOU UNDER THIS EXCHANGE OFFER.
FOR MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3.
______________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a taxpayer identification number within sixty (60) days, up to 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
___________________________________ _______________________________________
Signature Date
_______________________________________________________________________________
-8-
INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES. The
tendered Outstanding Notes or a confirmation of book-entry delivery, as well as
a properly completed and executed copy or facsimile of this letter of
transmittal or an agent's message through ATOP and any other required documents
must be received by the exchange agent at its address listed on the cover of
this document before 5:00 p.m., New York City time, on the Expiration Date. YOU
ARE RESPONSIBLE FOR THE DELIVERY OF THE OUTSTANDING NOTES, THIS LETTER OF
TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE
LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE
CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE, PENTON
RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED,
RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE
EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT
YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR
OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE
EXCHANGE AGENT. DO NOT SEND YOUR OUTSTANDING NOTES TO XXXXXX.
If you wish to tender your Outstanding Notes, but:
(a) your Outstanding Notes are not immediately available;
(b) you cannot deliver your Outstanding Notes, this letter of
transmittal and all required documents to the exchange agent before the
Expiration Date; or
(c) you are unable to obtain confirmation of a book-entry
tender of your Outstanding Notes into the exchange agent's account at
DTC on or before the Expiration Date,
you must tender your Outstanding Notes according to the guaranteed delivery
procedure. A summary of this procedure follows, but you should read the section
in the prospectus titled "The Exchange Offer -- Guaranteed Delivery Procedures"
for more complete information. As used in this letter of transmittal, an
"Eligible Institution" is any participant in a Recognized Signature Guarantee
Medallion Program within the meaning of Rule 17Ad-15 of the Securities Exchange
Act of 1934.
For a tender made through the guaranteed delivery procedure to be
valid, the exchange agent must receive a properly completed and executed Notice
of Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York
City time, on the Expiration Date. The Notice of Guaranteed Delivery must be
delivered by an Eligible Institution and must:
(a) state your name and address;
(b) list the certificate numbers and principal amounts of the
Outstanding Notes being tendered;
(c) state that tender of your Outstanding Notes is being made
through the Notice of Guaranteed Delivery; and
(d) guarantee that this letter of transmittal, or a facsimile
of it, the certificates representing the Outstanding Notes, or a
confirmation of DTC book-entry transfer, and all other required
documents will be deposited with the exchange agent by the Eligible
Institution within three New York Stock Exchange trading days after the
Expiration Date.
The exchange agent must receive your Outstanding Notes certificates, or
a confirmation of DTC book entry, in proper form for transfer, this letter of
transmittal and all required documents within three New York Stock Exchange
trading days after the Expiration Date or your tender will be invalid and may
not be accepted for exchange.
Xxxxxx has the sole right to decide any questions about the validity,
form, eligibility, time of receipt, acceptance or withdrawal of tendered
Outstanding Notes, and its decision will be final and binding. Xxxxxx'x
interpretation of the terms and conditions of the Exchange Offer, including the
instructions contained in this letter of transmittal and in the prospectus under
the heading "The Exchange Offer -- Conditions," will be final and binding on all
parties.
-9-
Xxxxxx has the absolute right to reject any or all of the tendered
Outstanding Notes if:
(1) the Outstanding Notes are not properly tendered, or
(2) in the opinion of counsel, the acceptance of those Outstanding
Notes would be unlawful.
Xxxxxx may also decide to waive any conditions, defects, or invalidity
of tender of Outstanding Notes and accept such Outstanding Notes for exchange.
Any defect or invalidity in the tender of Outstanding Notes that is not waived
by Xxxxxx must be cured within the period of time set by Xxxxxx.
It is your responsibility to identify and cure any defect or invalidity
in the tender of your Outstanding Notes. Your Outstanding Notes will not be
considered to have been made until any defect is cured or waived. Neither
Penton, the exchange agent nor any other person is required to notify you that
your tender was invalid or defective, and no one will be liable for any failure
to notify you of such a defect or invalidity in your tender of Outstanding
Notes. As soon as reasonably possible after the Expiration Date, the exchange
agent will return to the holder tendering any Outstanding Notes that were
invalidly tendered if the defect of invalidity has not been cured or waived.
2. TENDER BY XXXXXX. You must be a holder of Outstanding Notes in order
to participate in the Exchange Offer. If you are a beneficial holder of
Outstanding Notes who wishes to tender, but you are not the registered holder,
you must arrange with the registered holder to execute and deliver this letter
of transmittal on his, her or its behalf. Before completing and executing this
letter of transmittal and delivering the registered holder's Outstanding Notes,
you must either make appropriate arrangements to register ownership of the
Outstanding Notes in your name, or obtain a properly executed bond power from
the registered holder. The transfer of registered ownership of Outstanding Notes
may take a long period of time.
3. PARTIAL TENDERS. If you are tendering less than the entire principal
amount of Outstanding Notes represented by a certificate, you should fill in the
principal amount you are tendering in the third column of the box entitled
"Description of Outstanding Notes." The entire principal amount of Outstanding
Notes listed on the certificate delivered to the exchange agent will be deemed
to have been tendered unless you fill in the appropriate box. If the entire
principal amount of all Outstanding Notes is not tendered, a certificate will be
issued for the principal amount of those untendered Outstanding Notes not
tendered.
Unless a different address is provided in the appropriate box on this
letter of transmittal, certificate(s) representing Exchange Notes issued in
exchange for any tendered and accepted Outstanding Notes will be sent to the
registered holder at his or her registered address, promptly after the
Outstanding Notes are accepted for exchange. In the case of Outstanding Notes
tendered by book-entry transfer, any untendered Outstanding Notes and any
Exchange Notes issued in exchange for tendered and accepted Outstanding Notes
will be credited to accounts at DTC.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
- If you are the registered holder of the Outstanding Notes
tendered with this document, and are signing this letter of
transmittal, your signature must match exactly with the
name(s) written on the face of the Outstanding Notes. There
can be no alteration, enlargement or change in your signature
in any manner. If certificates representing the Exchange
Notes, or certificates issued to replace any Outstanding Notes
you have not tendered are to be issued to you as the
registered holder, do not endorse any tendered Outstanding
Notes, and do not provide a separate bond power.
- If you are not the registered holder, or if Exchange Note or
any replacement Outstanding Note certificates will be issued
to someone other than you, you must either properly endorse
the Outstanding Notes you have tendered or deliver with this
letter of transmittal a properly completed separate bond
power. Please note that the signatures on any endorsement or
bond power must be guaranteed by an Eligible Institution.
- If you are signing this letter of transmittal but are not the
registered holder(s) of any Outstanding Notes listed on this
document under the "Description of Outstanding Notes," the
Outstanding Notes tendered must be endorsed or accompanied by
appropriate bond powers, in each case signed in the name of
the registered holder(s) exactly as it appears on the
Outstanding Notes. Please note that the signatures on any
endorsement or bond power must be guaranteed by an Eligible
Institution.
- If this letter of transmittal, any Outstanding Notes tendered
or any bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
capacity, that person must indicate their title or capacity
when signing. Unless waived by Xxxxxx, evidence satisfactory
to Xxxxxx of that person's authority to act must be submitted
with this letter of transmittal. Please note that the
signatures on any endorsement or bond power must be guaranteed
by an Eligible Institution.
-10-
- All signatures on this letter of transmittal must be
guaranteed by an Eligible Institution unless one of the
following situations apply:
- if this letter of transmittal is signed by the
registered holder(s) of the Outstanding Notes
tendered with this letter of transmittal and such
holder(s) has not completed the box titled "Special
Issuance Instructions" or the box titled "Special
Delivery Instructions;" or
- if the Outstanding Notes are tendered for the account
of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If different from the
name and address of the person signing this letter of transmittal, you should
indicate, in the applicable box or boxes, the name and address where Outstanding
Notes issued in replacement for any untendered or tendered but unaccepted
Outstanding Notes should be issued or sent. If replacement Outstanding Notes are
to be issued in a different name, you must indicate the taxpayer identification
or social security number of the person named.
6. TRANSFER TAXES. Penton will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes in the Exchange Offer. However,
transfer taxes will be payable by you (or by the tendering holder if you are
signing this letter on behalf of a tendering holder) if:
- certificates representing Exchange Notes or notes issued to
replace any Outstanding Notes not tendered or accepted for
exchange are to be delivered to, or are to be registered or
issued in the name of, a person other than the registered
holder;
- tendered Outstanding Notes are registered in the name of any
person other than the person signing this letter of
transmittal; or
- a transfer tax is imposed for any reason other than the
exchange of Outstanding Notes according to the Exchange Offer.
If satisfactory evidence of the payment of those taxes or an exemption from
payment of transfer taxes is not submitted with this letter of transmittal, the
amount of those transfer taxes will be billed directly to the tendering holder.
Until those transfer taxes are paid, Penton will not be required to deliver any
Exchange Notes required to be delivered to, or at the direction of, such
tendering holder.
Except as provided in this Instruction 6, it is not necessary for
transfer tax stamps to be attached to the Outstanding Notes listed in this
letter of transmittal.
7. FORM W-9. You must provide the exchange agent with a correct
Taxpayer Identification Number ("TIN") for the holder on the enclosed Form W-9.
If the holder is an individual, the TIN is his or her social security number. If
you do not provide the required information on the Form W-9, you may be subject
to up to 30% Federal income tax withholding on certain payments made to the
holders of Exchange Notes. Certain holders, such as corporations and certain
foreign individuals, are not subject to these backup withholding and reporting
requirements. For additional information, please read the enclosed Guidelines
for Certification of TIN on Substitute Form W-9. To prove to the exchange agent
that a foreign individual qualifies as an exempt holder, the foreign individual
must submit a Form W-8, signed under penalties of perjury, certifying as to that
individual's exempt status. You can obtain a Form W-8 from the exchange agent.
8. WAIVER OF CONDITIONS. Penton may choose, at any time and for any
reason, to amend, waive or modify certain of the conditions to the Exchange
Offer. The conditions applicable to tenders of Outstanding Notes in the Exchange
Offer are described in the prospectus under the heading "The Exchange Offer --
Conditions."
9. XXXXXXXXX, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If your
Outstanding Notes have been mutilated, lost, stolen or destroyed, you should
contact the exchange agent at the address listed on the cover page of this
document for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have
questions, need assistance, or would like to receive additional copies of the
prospectus or this letter of transmittal, you should contact the exchange agent
at the address listed in the prospectus. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE PAYER.
Social Security Numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer Identification Numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
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Give the Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION
For this type of account Number of-- For this type of account: Number of--
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1. An individual's account The individual 6. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
2. Two or more individuals The actual owner of the number of the personal
(joint account) account or, if combined representative or trustee
funds, the first unless the legal entity
individual on the itself is not designated in
account (1) the account title.) (4)
3. Custodian account of a The minor (2) 7. Corporate account The corporation
minor (Uniform Gift to
Minors Act) 8. Religious, charitable, or The organization
education organization account
4. a. The usual revocable The grantor-trustee (1)
savings trust account 9. Partnership The partnership
(grantor is also
trustee) 10. Association, club or other tax The organization
b. So-called trust account The actual owner (1) exempt organization
that is not a legal or
valid trust under State 11. A broker or registered nominee The broker or nominee
law
12. Account with the Department of The public entity
5. Sole proprietorship The owner (3) Agriculture in the name of a
account public entity (such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
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(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security Number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show the name of the owner. You may also enter your business name. You
may use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a Taxpayer Identification Number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on broker transactions
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under Section 501(a), an individual
retirement plan, or a custodial account under Section 403(b)(7), if the
account satisfies the requirements of Section 401(f)(2).
- The United States or any agency or instrumentality thereof, a State,
the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A dealer in securities or commodities required to be registered in the
United States, the District of Columbia, or a possession of the United
States.
- A real estate investment trust.
- A futures commissions merchant registered with the Commodity Futures
Trading Commission.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
Payments of dividends not generally subject to backup withholding include the
following:
- Payments to nonresident aliens subject to withholding under Section
1441.
- Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Payments described in Section 404(k) made by an employee stock
ownership plan.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct Taxpayer Identification Number to the payer.
- Payments of tax-exempt interest (including tax-exempt interest
dividends under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give Taxpayer Identification Numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold from
taxable interest, dividend, and certain other payments to a payee who does not
furnish a Taxpayer Identification Number to a payer. Certain penalties may also
apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your Taxpayer Identification Number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
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(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE OUTSTANDING NOTES OUTSTANDING NOTES
SURRENDERED TENDERED ACCEPTED
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Delivery Prepared by:
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Checked by:
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Date:
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